As filed with the Securities and Exchange Commission on February 8, 2007
Registration No. 333-13904
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MTR Corporation (C.I.) Limited (Exact Name of Registrant as Specified in Its Charter) | MTR Corporation Limited
(Exact Name of Registrant as Specified in Its Charter) | |
Cayman Islands (State or Other Jurisdiction of Incorporation or Organization) | Hong Kong (State or Other Jurisdiction of Incorporation or Organization) | |
N/A (I.R.S. Employer Identification No.) | N/A (I.R.S. Employer Identification No.) | |
Ugland House, P.O. Box 309 George Town Grand Cayman, Cayman Islands British West Indies 345-949-8066 (Address and Telephone Number of Registrant’s Principal Executive Offices) | MTR Tower, Telford Plaza 33 Wai Yip Street Kowloon Bay Hong Kong 852-2993-2111 (Address and Telephone Number of Registrant’s Principal Executive Offices) | |
CT Corporation System
111 Eighth Avenue
New York, New York 10011
212-664-1666
(Name, Address and Telephone Number
of Agent For Service)
Copy to:
William Y. Chua, Esq.
Sullivan & Cromwell LLP
28th Floor
Nine Queen’s Road Central
Hong Kong
852-2826-8688
Explanatory Note
This document constitutes Post-Effective Amendment No. 1 to the shelf registration statement on Form F-3 (Registration No. 333-13904) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), filed by MTR Corporation (C.I.) Limited (“MTR (C.I.)”) and MTR Corporation Limited (“MTR Corporation”) on September 10, 2001. The Registration Statement related to the issuance, offering and sale of MTR (C.I.)’s guaranteed debt securities and warrants to purchase guaranteed debt securities of MTR (C.I.) and MTR Corporation’s debt securities and warrants to purchase debt securities of MTR Corporation and guarantees of MTR Corporation (collectively, the “Debt Securities”), in an aggregate principal amount of US$800 million. An aggregate principal amount of US$1 billion of debt securities and/or warrants to purchase debt securities of MTR Corporation was previously registered pursuant to MTR Corporation’s registration statement on Form F-3 (Registration No. 333-12612), and US$800 million of such debt securities and/or warrants to purchase debt securities of MTR Corporation was carried forward to the Registration Statement in accordance with Rule 429 of the Securities Act. As of the date hereof, no Debt Securities have been issued, offered or sold under the Registration Statement.
By way of this Post-Effective Amendment, MTR (C.I.) and MTR Corporation hereby deregister all Debt Securities registered under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MTR Corporation (C.I.) Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on February 8, 2007.
| MTR Corporation (C.I.) Limited | ||||
| By: | ||||
/s/ Lincoln Leong Kwok-kuen | ||||
| Name: | Lincoln Leong Kwok-kuen | |||
| Title: | Joint Chief Executive Officer, Finance Director and Chief Financial Officer | |||
| By: | ||||
/s/ Leonard Bryan Turk | ||||
| Name: | Leonard Bryan Turk | |||
| Title: | Joint Chief Executive Officer and Secretary | |||
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the Registration Statement has been signed by the following persons in the following capacities on February 8, 2007:
| Signature | Title | |
/s/ Leonard Bryan Turk Leonard Bryan Turk | Joint Chief Executive Officer, Secretary and Member of the Board | |
/s/ Lincoln Leong Kwok-kuen Lincoln Leong Kwok-kuen | Joint Chief Executive Officer, Finance Director, Chief Financial Officer and Member of the Board | |
/s/ Jimmy Lau Chiu-chung Jimmy Lau Chiu-chung | Financial Controller, Treasurer and Member of the Board | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MTR Corporation Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on February 8, 2007.
| MTR Corporation Limited | ||||
| By: | ||||
/s/ Lincoln Leong Kwok-kuen | ||||
| Name: | Lincoln Leong Kwok-kuen | |||
| Title: | Finance Director | |||
| By: | ||||
/s/ Leonard Bryan Turk | ||||
| Name: | Leonard Bryan Turk | |||
| Title: | Legal Director and Secretary | |||
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the Registration Statement has been signed by the following persons in the following capacities on February 8, 2007:
| Signature | Title | |
* Dr. Raymond Ch’ien Kuo-fung | Non-Executive Chairman | |
* Chow Chung-kong | Chief Executive Officer and Member of the Board | |
/s/ Lincoln Leong Kwok-kuen Lincoln Leong Kwok-kuen | Finance Director | |
/s/ Jimmy Lau Chiu-chung Jimmy Lau Chiu-chung | General Manager – Financial Control and Treasury | |
| Signature | Title | |
| Member of the Board | |
| Professor Cheung Yau-kai | ||
* David Gordon Eldon | Member of the Board | |
* Edward Ho Sing-tin | Member of the Board | |
* Lo Chung-hing | Member of the Board | |
* T. Brian Stevenson | Member of the Board | |
* Christine Fang Meng-sang | Member of the Board | |
| ||
Secretary for the Environment, Transport and Works Dr. Sarah Liao Sau-tung | Member of the Board | |
* Commissioner for Transport Alan Wong Chi-kong | Member of the Board | |
* Frederick Ma Si-hang | Member of the Board | |
*By: | /s/ Leonard Bryan Turk Attorney-in-fact Name: Leonard Bryan Turk | |
INDEX TO EXHIBITS
| Exhibit Number | Description of Exhibits | |
| 24.1 | Powers of Attorney of Members of the Board of MTR Corporation Limited | |